Older adults have consistently been found to perform more poorly on memory tasks than the young adults. The proposed research will explore the possibility that this is due to age-related differences in two fundamental processes involved in retrieval of information from memory, namely (a) the utilization of contextual information, and (b) activation processes occurring in semantic memory. Automatic as well as intentional processes are examined in three age groups: young, young-old, and old-old adults. A series of eleven experiments is proposed which is designed to answer four broad questions: (1) Are older adults at a disadvantage relative to young adults in situations requiring fine discrimination of contextual information? (2) Do older adults remember specific types of contextual information as well as younger adults? (3) Are there age-related changes in semantic organization? (4) Are there age-related changes in activation processes involved in retrieval of semantic information? The answers to these questions will help us to develop a theoretical account of memory impairment in old age.